COSCO SHIPPING Development Co., Ltd. — Proxy Solicitation & Information Statement 2015

Mar 19, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker and other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Shipping Container Lines Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of China Shipping Container Lines Company Limited.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 02866)

PROPOSED ELECTION OF DIRECTOR AND

PROPOSED PROVISION OF GUARANTEE FOR A WHOLLY-OWNED SUBSIDIARY AND RELEVANT AUTHORIZATION TO THE BOARD AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of China Shipping Container Lines Company Limited to be held at 2:30 p.m. on Friday, 8 May 2015 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC is set out on pages 8 to 9 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. For holder of H Shares, the proxy form should be returned to Computershare Hong Kong Investor Services Limited by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Directorate Secretary Office of the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 17 April 2015.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

18 March 2015

CONTENTS

	Pages
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board”

the board of directors of the Company

• “Company”

China Shipping Container Lines Company Limited (中海 集裝箱運輸股份有限公司), a joint stock limited company established in the PRC, of which 3,751,000,000 H shares are listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange

• “CSCL HK”

China Shipping Container Lines (Hong Kong) Co., Ltd. (中海集裝箱運輸(香港)有限公司), a limited liability company incorporated in Hong Kong, which is whollyowned by the Company as at the Latest Practicable Date

• “Directors”

• the directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened at 2:30 p.m. on Friday, 8 May 2015 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date”

• 13 March 2015, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Proposed Authorization”

• the proposed authorization for the Board to approve the provision of guarantee for CSCL HK, details of which are set out in this circular

• “RMB”

Renminbi, the lawful currency of the PRC

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DEFINITIONS

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended and supplemented from time to time

• “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed thereto under the Listing Rules “USD” United States dollars, the lawful currency of the United States

• “%” per cent

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LETTER FROM THE BOARD

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 02866)

Executive Directors: Mr. Zhang Guofa Mr. Huang Xiaowen Mr. Zhao Hongzhou

Non-executive Directors: Ms. Su Min Mr. Ding Nong Mr. Liu Xihan Mr. Yu Zenggang Mr. Chen Jihong

Independent non-executive Directors: Ms. Zhang Nan Mr. Teo Siong Seng Mr. Chen Lishen Mr. Guan Yimin Mr. Shi Xin

Legal address in the PRC: Room A-538 International Trade Center China (Shanghai) Pilot Free Trade Zone Shanghai The PRC Principal place of business in the PRC: Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai The PRC Principal place of business in Hong Kong: 31/F, Tower 2 Kowloon Commerce Centre 51 Kwai Cheong Road, Kwai Chung New Territories, Hong Kong 18 March 2015

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ELECTION OF DIRECTOR AND (2) PROPOSED PROVISION OF GUARANTEE FOR A WHOLLY-OWNED SUBSIDIARY AND RELEVANT AUTHORIZATION TO THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM for (1) the proposed election of Director and (2) the proposed provision of guarantee for a wholly-owned subsidiary and the Proposed Authorization. This circular together with the notice of EGM contain all information reasonably necessary to enable the Shareholders to make informed decisions as to whether to vote for or against the resolutions to be proposed at the EGM.

* The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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LETTER FROM THE BOARD

II. PROPOSED ELECTION OF DIRECTOR

Reference is made to the announcement of the Company dated 13 March 2015 with respect to the appointment of independent non-executive Director. An ordinary resolution will be proposed at the EGM to consider and approve the appointment of Ms. Hai Chi Yuet (“ Ms. Hai ”) as an independent non-executive Director of the Company.

The biographical details of Ms. Hai are set out below:

Ms. Hai , aged 60, with more than 30 years of working experience in shipping logistics industry. From December 2012 to now, she has served as the advisor to Hutchison Port Holdings Trust (“ HPH Trust ”). Ms. Hai served as the managing director of COSCO-HIT Terminals (Hong Kong) Limited, the managing director of Yantian International Container Terminals Limited, and the chief executive officer of HPH Trust. Ms. Hai also participates in public service organizations, including being the member of the Election Committee for the Chief Executive of Hong Kong, Transport Subsector. She also served as the member of Hong Kong Port Development Advisory Group and the president of Shenzhen Ports Association. In 2011, Ms. Hai was awarded as Shenzhen Honorable Citizen. Ms. Hai graduated from York University, Toronto, Canada and the University of Hong Kong, obtaining a Bachelor of Business Administration and a Master of Buddhism Studies respectively.

Ms. Hai has not held any directorships in any listed public companies in the last three years. Furthermore, Ms. Hai does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company, nor does she have any interests in the shares of the Company within the meaning of Part XV of the SFO. Subject to the approval by the Shareholders of Ms. Hai’s appointment as independent non-executive Director, Ms. Hai will enter into a service contract with the Company for a term of service running from the date of her appointment until the end of the term of the current session of the Board. The remuneration of Ms. Hai will be determined in accordance with the remuneration standards with regards to foreign independent non-executive Directors of the Company.

Save as disclosed herein, there are no other matters relating to Ms. Hai that need to be brought to the attention of the Shareholders nor is there any information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

III. PROPOSED PROVISION OF GUARANTEE FOR A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND RELEVANT AUTHORIZATION TO THE BOARD

Reference is made to the announcement of the Company dated 13 March 2015 on the proposed provision of guarantee for a wholly-owned subsidiary of the Company and relevant authorization to the Board.

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LETTER FROM THE BOARD

1. Summary of the Guarantee

The Board intends to table a resolution at the EGM to approve the provision of guarantee for CSCL HK, a wholly-owned subsidiary of the Company, in the amount not exceeding USD1,500 million or its equivalent in RMB during the period of 1 July 2015 to 30 June 2016, and the authorization to the Board to consider and approve each guarantee within the approved cap. Details are as follows:

• (1) Provision of guarantee by the Company for CSCL HK shall include the situations where:

• (i) the debt to asset ratio of CSCL HK exceeds 70%;

• (ii) the amount of a single guarantee exceeds 10% of the latest audited net assets of the Company.

• (2) It shall be tabled at the extraordinary general meeting of the Company to authorize the Board to consider and approve the matters in relation to each guarantee within the approved cap, including but not limited to the manner, type, term and amount of the guarantee. Apart from obtaining the approval of over 50% of all the Directors, approval by more than two-thirds of the Directors present at the relevant meeting of the Board when considering matters in relation to such guarantee shall also be obtained.

• (3) At the time of actual implementation, the Company will perform in accordance with the guarantee agreement to be entered into with the lending bank and comply with the relevant disclosure obligation.

This resolution was approved by the Board on 13 March 2015 and shall be tabled for Shareholders’ consideration at the EGM.

2. Basic Information of the Entity to be Guaranteed

The entity to be guaranteed in relation to the Proposed Authorization is CSCL HK, a wholly-owned subsidiary of the Company. It is principally engaged in international container transportation and its basic information is as follows:

Registered address: 31/F, Tower 2, Kowloon Commerce Centre, 51 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong

Legal representative: Zhao Hongzhou

Registered capital: USD1,627.6 million and HKD1 million

Scope of business: International container transportation

As at 31 December 2013 (audited figures), CSCL HK’s total assets were USD3,914 million, net assets were USD987 million, total liabilities were USD2,927 million, total current liabilities were USD1,703 million and total bank borrowings were USD2,435 million. Revenue for the year of 2013 was USD2,318 million and net profit was USD-45 million.

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LETTER FROM THE BOARD

As at 30 September 2014 (unaudited figures), CSCL HK’s total assets were USD4,738 million, net assets were USD956 million, total liabilities were USD3,783 million, total current liabilities were USD1,364 million, and total bank borrowings were USD3,135 million. Revenue for nine months ended 30 September 2014 was USD1,827 million and net profit was USD-31 million.

3. Opinions of the Board

The Board is of the view that the aforementioned matters in relation to provision of guarantee is in line with the operational development needs of the Company. The entity to be guaranteed is a wholly-owned subsidiary of the Company, the guarantee-related risks can be effectively controlled and prevented and the interest of the Company will not therefore be impaired.

4. Shareholders’ Approval

Pursuant to the relevant requirements of the Shanghai Stock Exchange, the proposed provision of guarantee and the Proposed Authorization shall be subject to the approval of the Shareholders.

5. The Accumulated Amount of Guarantees and the Amount of Overdue Guarantees of the Company

As at the Latest Practicable Date, the accumulated amount of external guarantees provided by the Company and its controlled subsidiaries was USD1,258.52 million, representing 15.25% of the Company’s total assets and 31.99% of the Company’s net assets as per its latest audited financial statements; and the accumulated amount of guarantees provided by the Company for its controlled subsidiaries was USD1,258.52 million (which is equal to the amount of guarantees actually provided for CSCL HK), representing 15.25% of the Company’s total assets and 31.99% of the Company’s net assets as per its latest audited financial statements. Amount of overdue guarantees was nil.

IV. EGM

Set out on pages 8 to 9 is a notice convening the EGM to be held at 2:30 p.m. on Friday, 8 May 2015 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the PRC for the Shareholders to consider and, if thought fit, approve (i) the proposed election of Director and (ii) proposed provision of guarantee for a wholly-owned subsidiary of the Company and the Proposed Authorization. To the best knowledge of the Directors, none of the Shareholders is required to abstain from voting on any of the resolutions at the EGM.

V. RECOMMENDATION

The Board considers that the ordinary resolutions in respect of (1) the proposed election of Director and (2) the proposed provision of guarantee and the Proposed Authorization are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders should vote in favour of these resolutions at the EGM. None of the Directors should abstain from voting on these resolutions.

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LETTER FROM THE BOARD

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board China Shipping Container Lines Company Limited Yu Zhen

Joint Company Secretary

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 02866)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of China Shipping Container Lines Company Limited (the “ Company ”) will be held at 2:30 p.m. on Friday, 8 May 2015 at Holiday Inn Shanghai Jinxiu, No. 399 Jinzun Road, Pudong New Area, Shanghai, the People’s Republic of China (the “ PRC ”) to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company, and unless otherwise specified, terms defined in the circular (the “ Circular ”) of the Company dated 18 March 2015 shall have the same meanings when used in this notice.

ORDINARY RESOLUTIONS

1. “ THAT : the appointment of Ms. Hai Chi Yuet as an independent non-executive director of the Company be and is hereby approved.”

2. “ THAT : the provision of guarantee for China Shipping Container Lines (Hong Kong) Co., Ltd. in the amount not exceeding USD1,500,000,000 or its equivalent in RMB during the period of 1 July 2015 to 30 June 2016 and the authorization to the Board of the Company to consider and approve each guarantee within the approved cap be and is hereby approved.”

By order of the Board of China Shipping Container Lines Company Limited Yu Zhen

Joint Company Secretary

Shanghai, the PRC

18 March 2015

* The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• A. For the purpose of holding the EGM, the register of H shares members of the Company (“ Register of Members ”) will be closed from Wednesday, 8 April 2015 to Friday, 8 May 2015 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares whose names appear on the Register of Members at the close of business on Wednesday, 8 April 2015 are entitled to attend and vote at the EGM.

In order to attend the EGM, holders of the Company’s H shares shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited (“ Computershare ”), the Company’s H share registrar, not later than 4:30 p.m. on Thursday, 2 April 2015.

The address of Computershare is as follows: 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai, Hong Kong

• B. Holders of H shares, who intend to attend the EGM, must complete the reply slips and return them to the Directorate Secretary Office of the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 17 April 2015.

The address of the Directorate Secretary Office of the Company is as follows:

22nd Floor, Maritime Research Building 628 Minsheng Road Pudong New Area Shanghai 200135 the People’s Republic of China Tel: (8621) 6596 7333 (8621) 6596 6512 Fax: (8621) 6596 6813

• C. Each holder of H shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his behalf at the EGM.

• D. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

• E. To be valid, for holders of H shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Computershare at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

• F. If a proxy attends the EGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the EGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the Board or other authorities or other notarised copy of the licence issued by such legal person Shareholder.

• G. Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, each of the resolutions set out in the notice of the EGM will be voted on by poll. Results of the poll voting will be published on the website of the Stock Exchange at www.hkexnews.hk after the EGM.

• H. The EGM is estimated to last for half a day. Shareholders who attend the EGM in person or by proxy shall bear their own transportation and accommodation expenses.

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